General Terms and Conditions of Sale

Article 1. Application of the General Terms and Conditions

The general terms and conditions outlined herein are considered accepted upon reference to our order form and its acceptance. Our terms and conditions take precedence over those of partners or suppliers. In the case of conflicting terms, our company’s conditions will govern the contract. If any business partner includes a similar clause, it will be deemed void to ensure that all business relationships are conducted exclusively under our terms and conditions. The contract is deemed to be established at our company headquarters, based on the exchange of correspondence received or sent from this location. To prevent disputes and draw attention to this clause, it is included both on the first page of the contract or offer and as Article 1 of our general terms and conditions, which also appear on the back of documents used by our company. 

Article 2. Creation of a Customer Account

When placing their first order, the buyer must create a customer account with IRRISOIL. This process involves completing an information form and submitting it, along with a current company registration certificate, a current bank statement, and signed general terms and conditions (or a specific agreement signed by both parties). The information form must include the buyer’s name, company name, registration number, business activity, billing address, delivery address, payment method for the first order, and IRRISOIL’s contact details (name, surname, email address, telephone, and fax numbers). The buyer is responsible for informing IRRISOIL of any changes or updates since their previous order. IRRISOIL reserves the right to refuse any order if the buyer provides incomplete or inaccurate information during account creation or updating. Upon the buyer’s request, IRRISOIL can create an online account accessible via www.irrisoil.com, allowing the buyer to place orders and view purchase prices for IRRISOIL products and services. IRRISOIL will provide the buyer with a username and password for accessing their online account. The buyer agrees not to share their password or allow any third party to use their online account, and is solely responsible for the safekeeping and proper use of the password. If the buyer forgets or loses their username and/or password, they must promptly inform IRRISOIL at ecommerce@irrisoil.com. 

Article 3. Catalogue & Documentation

The information contained in our catalogs, documentation, and brochures is provided solely for guidance and does not constitute a binding commitment. We reserve the right to make changes and are not definitively obligated by the contents of these materials. 

Article 4. Offers and Confirmations

All offers are made without commitment and become effective only upon formal acceptance by our company via fax or email with an electronic signature. Order forms returned by clients are considered approved without reservation and are binding. The prices indicated are for informational purposes and may be revised in accordance with changes in our suppliers’ prices. 

IRRISOIL may refuse to confirm an order, particularly in the following cases: (i) if a previous order from the buyer remains unpaid, (ii) if the buyer failed to fulfill their contractual obligations for a prior order, or (iii) if the order appears abnormal, for example in terms of quantity or delivery time. Any major request to modify the initial order form will result in the issuance of an amended order form and the establishment of a new price.

Article 5. Taxes and Duties

All taxes, regardless of their nature, affecting materials or transport, are the client’s responsibility, including those levied between the signing and execution of the contract. 

Article 6. Delivery and Risks

Products remain the property of our company until full payment is made, unless otherwise agreed in writing. Goods are always transported at the client’s risk, even if carriage paid is included in the price. The client must provide the necessary labor and equipment for unloading under safe conditions and within the specified timeframe on the delivery date. 

Should the client fail to fulfill this obligation, our company reserves the right to invoice additional costs related to delivery and unloading. 

Neither our company nor its subcontractors are liable for damage to the client’s property or third parties under the client’s care. Liability arises only in cases of proven gross or intentional fault by our company. 

For deliveries “carriage paid” by truck, site, or warehouse, the client must ensure safe and normal access to the premises. Our company reserves the right to refuse delivery if the premises are not safely accessible. If delivery is impossible, goods may be deposited nearby in a place safe for our vehicles and staff. In such cases, the client may not make any claim, and goods remain at their risk where deposited. 

Delivered goods are not taken back. Exceptionally, if goods are taken back for commercial reasons and without acknowledgment, they will be credited at 80% of the invoiced price, with the remaining 20% covering administrative, management, and handling costs. 

Article 7. Packaging

Packaging invoiced separately to the client must be returned carriage paid, in good condition, within a maximum of 30 days to be eligible for reimbursement. 

Packaging returned in poor condition will be retained by our company at the client’s risk for 15 days before destruction. 

Article 8. Acceptance and Claims – Samples

No claim will be accepted unless precisely formulated by the client via registered letter or fax addressed to our company within 3 days of delivery. 

This rule does not apply to hidden defects, which must be reported as soon as they appear within 8 days to be valid and jointly recognized. 

Goods subject to a claim must be kept intact and without delay by the client to prevent deterioration and allow our company to inspect and verify the claim. 

If the claim is justified, our company’s obligation is limited to replacing defective goods, excluding any other compensation such as transport or administrative costs. 

Except for hidden defects, the use or installation of materials constitutes acceptance and excludes any subsequent claim. Products sold must be paid for at the scheduled due dates, even in the event of a client claim. 

Inspection of products is carried out on delivery with the driver or carrier. The quantities and observations recorded on the delivery note, waybill, or CMR are binding between the parties, and no claim may be made after these documents are signed. 

If there is a dispute over the quality of materials, our liability, if accepted, is limited solely to the value of the goods and/or the intervention of our supplier or manufacturer. 

Samples serve only as an approximate model of the finished product and do not faithfully reproduce, for example, the exact shade of color. Due to the nature of the material or the complexity of shades, especially in color, the client must accept reasonable variations in quality, shade, color, thickness, size, straightness, or calibration of products delivered. 

Our company cannot be held liable for minor aesthetic defects in materials after installation, even if part of a single order. 

Article 9. Delivery Deadlines

Delivery deadlines are provided for information only and are binding only if expressly stated as firm on the final order form drawn up by our services. 

Delivery deadlines begin only upon receipt of a firm and complete order. 

Even if a deadline is set, our company is not responsible for delays due to force majeure, including but not limited to natural disasters, riots, strikes, thefts, road accidents, wars, or adverse weather conditions. 

This also applies to product delivery, which depends on our suppliers’ deadlines, who may encounter similar difficulties. 

In cases of force majeure, whether related to delivery or other obligations, our obligations and delivery deadlines will be adjusted by a reasonable period, taking into account the difficulties inherent to the event, such as new tariffs, transport arrangements, or administrative formalities. 

Article 10. Payments

Unless otherwise stipulated, invoices are payable immediately at our registered office. The client’s representatives are not authorized to make payments on behalf of the client. Payments must be made at our company’s registered office via its bank account. 

Upon opening a customer account, the first order must be paid in full by bank transfer. Subsequent invoices from IRRISOIL, if credit authorization is agreed upon by the credit insurer, are payable by the buyer within 30 days of the invoice date at our headquarters in Brussels. 

Any delay in payment, even partial, results automatically and without formal notice in contractual interest of 12% per annum. The client must also pay a contractual penalty of 15% of the unpaid amount at maturity, with a minimum of €50. Acceptance of a draft does not constitute novation, and the obligations of the initial contract remain in force. Protest or other costs are borne by the client. Non-commercial clients are entitled to the same rights. 

Failure to pay, even partially, renders all other claims by the client immediately due, including bills not yet due. Any payment facility granted is revoked. 

Persons who have contracted on behalf of others, notably a company, will be personally liable for contractual obligations if they did not have the authority to represent others or the legal entity. 

If the client requests the invoice be sent to a third party, they remain jointly liable for payment. 

If the client has other ongoing contracts with our company, these will be automatically terminated without notice or legal action, and our company may suspend its obligations under these agreements. 

If the client uses data provided by our company with a competing firm, they must pay the price initially proposed by our company, without prejudice to our right to claim damages for misappropriation of work or intellectual property. 

Article 11. Termination

In the event of a substantial change in the situation of one of the parties, the other party may terminate the agreement. Such changes include, but are not limited to, death, bankruptcy, guardianship, or liquidation. 

Article 12. Liability

As custodian of the equipment, the lessee is solely responsible from delivery until the return of rented equipment for any bodily, material, or immaterial damage caused directly or indirectly by the equipment or during its use, regardless of the cause, even in the event of a construction or assembly defect. The lessee guarantees the lessor against any third-party claims. 

Until the return of the equipment, the lessee assumes sole responsibility for all risks of deterioration, theft, loss, partial or total destruction of the equipment, whatever the cause, including accidents or force majeure. 

The client may obtain compensation from our company if our fault is proven, regardless of the contract concluded. 

For assessing each party’s obligations, our company draws the client’s attention to the need to check the product’s technical specifications according to the manufacturer’s instructions before use. 

The client is deemed to have received the specifications. If not, they must request them by fax or post; otherwise, our liability cannot be incurred in the event of a problem. Given the number of products and clients, this clause is essential. Our liability cannot be incurred if the client does not comply with the manufacturer’s instructions for use. 

The product warranty and its duration are set by the manufacturers. 

Article 13. Retention of Title

Our company retains ownership of goods sold until full payment is received, with risks remaining the client’s responsibility until full payment, including interest and costs. 

In the event of recovery of unpaid products, we may retain deposits paid as administrative and recovery costs. 

This clause applies to both professional and consumer relationships. 

The client may not resell the goods until full payment has been made to our credit. 

The client undertakes to inform our company of any proceedings against them, particularly seizures. 

Article 14. Applicable Law and Disputes

Belgian law applies to agreements concluded by our company and governed by these contractual clauses. 

The French version prevails over other versions in another language. 

The contract is considered concluded at our registered office, with French as the language of the agreement and any subsequent incidents. 

In the event of a dispute, the judge at our registered office will have sole jurisdiction. 

The client’s obligations arising from this contract must be performed at the domicile or registered office of our company. 

The Court or Magistrate of the registered office of IRRISOIL in MONS is solely competent in all cases.